Peter Parker

• (Opening narration) It's me, Peter Parker. Your friendly neighborhood--you know. I've come a long way since I was the boy bit by a spider. Back then, nothing seemed to go right for me. Now people really like me. The city is safe and sound. Guess I had a little something to do with that. My uncle Ben would be proud. I still go to school. Top of my class. And I'm in love, with the girl of my dreams.
• (To Mr. Ditkovich, corrupted by black suit) You'll get your rent when you fix this damn door!!!!
• (To Harry Osborn) Listen to me, I didn't kill your father, he killed himself!
• Hate those things! (referring to Harry using his father's razor bats)
• (Corrupted by the black suit, Peter asks for entrance to a club to a female bouncer) Find us some shade. Thanks, hot legs.
• (Dancing around in the night club) Now dig on this!
• (To Harry, corrupted by black suit) I'm done tryin' to convince you.
• (To Harry, corrupted by black suit) Look at little Goblin Jr. Gonna cry?
• I'm gonna put some dirt in your eye!
• (To Eddie, corrupted by black suit) You're trash, Brock.
• (To Eddie, corrupted by black suit) You want forgiveness? Get religion.
• (To Harry, from the trailer) I need your help. I have to stop it.
• (To a dying Harry) I should have never hurt you. Said those things.
• (End of movie) Whatever comes our way... whatever battle is raging inside us, we always have a choice. My friend Harry taught me that. He chose to be the best of himself. It’s the choices that make us what we are... and we can always choose to do what's right.

Spider-Man

• See ya, chump. (to Eddie Brock after smashing his camera)
• (Dumping sand from his boot) Where do all these guys come from?
• (To Sandman) Jig's up, pal. I guess you haven't heard. I'm the sheriff around these parts.
• (After Sandman is washed away) Good riddance.
• (To Sandman, corrupted by the black suit): Remember Ben Parker?! The old man you shot down in cold blood?!?!
• (After he has thrown Harry Osborn through the glass windows of his mansion) Stings, doesn't it?

Eddie Brock

• Whoa, Spidey, love the new outfit!
• Parker, you are such a boy scout! When are you gonna give a guy a break?
• (Whilst praying) I come before you today, humbled and humiliated, to ask you for one thing...I want you to kill Peter Parker.
• (After Spider-Man breaks Eddie's camera) What the hell?!
• (As Peter is throwing a pumpkin bomb into the symbiote) Peter! What are you doing?! No-o-o! Ga-ah!

Flint Marko / Sandman

• (leaving his wife's low rent apartment) I'm not a bad person, I've just have bad luck.
• (To Spider-Man in the armored car) I don't want to hurt you. Leave, now.
• (After revealing the truth about Ben Parker's death to Peter) My daughter was dying. I needed money. I was scared. I told your uncle all I wanted was the car. He said to me, "Why don't you just put down the gun and go home?" I realize now he was just trying to help me. Then I saw my partner running over with the cash, and the gun was in my hand. I did a terrible thing to you. I spent a lot of nights wishing I could take it back. I'm not asking for you to forgive me, I just want you to understand.
• (Saying goodbye to his sick daughter) I missed you, Penny...I promise, I will make you healthy again, no matter what it takes, I'll get the money.

Venom

• (To Sandman) I want him dead too, Flint. That's why I've been looking for you. Oh yeah, I know all about you. Like the fact that Spider-Man won't let you help your poor daughter. That just doesn't seem right to me. Look, I want to kill the Spider, you want to kill the Spider...together, he doesn't stand a chance. Interested?
• (revealing his true identity to Peter) Hey, Parker.
• I like being bad - it makes me happy.
• Never wound...what you can't kill.
• My Spidey-Senses are tingling...if you know what I'm talkin' about.
• You are so right, I'm thinking humiliation. Kinda like how you humiliated me. Do you remember? Do you remember what you did to me?! (looks over to see that Mary Jane is close to falling) You made me lose my girl, now I'm going to make you lose yours. How's that sound, Tiger?

Harry Osborn

• (Flying in front of Peter after throwing him on a wall) You knew this was coming, Pete.
• (Talking to corrupt Peter) You gonna kill me like you killed my father?
• (After being knocked down through a window by corrupt Peter) I protected you in high school, now I'm gonna kick your little ass!
• (When asked "How's the pie?") So good.
• (When corrupt Peter appears in his mansion) Would you like a drink? Tsk, I'm sorry. What was I thinking? Bad for the public image, right, Mr. Key To The City?
• (Before him and corrupt Peter fight in his mansion) When she kissed me...it was just like she used to kiss me...that taste...(inhales deeply), strawberries!
• (When he comes to aid Spider-man) Looks like just in the nick of time.
• (Last words) None of that matters now, Pete. You're my friend.
• (To Spider-Man, in the PS2 game) I realised you didn't kill my father. The darkness that consumed him almost finished me too, but you never turned away from me, even after everything I did.
• ( To Mary Jane Watson) It's a weird feeling not knowing who you are. A bump on the head, I'm as free as a bird!

Mary Jane Watson

• What's happened to you?
• I'm worried about you.
• (sobbing to Peter because she has to lie and say she's leaving him) I don't know...I'm lonely...You're not there for me!
• Everybody needs help sometimes Peter. Even Spider-Man.
• (to Peter when he kissed Gwen Stacy at the ceremony) Let me ask you something. When you kissed her, who was kissing her? Spider-Man, or Peter?
• That was our kiss!
• (from the trailer) We've all done terrible things to each other, but we have to forgive each other, or everything we ever were will mean nothing.

Aunt May

• You can't live with revenge in your heart... it's like a poison. It can take us over and before you know it, it can turn you into something ugly.
• I believe in you, Peter. And I know you'll find a way to put it right...

J. Jonah Jameson

• (noticing corrupt Peter flirting with Betty Brant) Parker! Miss Brant, that's not the position I hired you for!
• (to Hoffman) Get out! That is the dumbest idea you've ever had, and you have had some doozies!
• (After firing Eddie Brock for faking his photography) I haven't printed a retraction in twenty years!
• (To Hoffman) Shut up. Get out.
• What're you waiting for, Chinese New Year?
• Catch him in the act. Spider-Man with his hand in the cookie jar! Whoever brings me that photo gets the job.

Dialogue

Watson: Tell me again. Was I really good? I was so nervous, my knees were shaking.

Peter Parker: Your knees were fine.

Mary Jane Watson: The applause wasn't very loud.

Peter Parker: Yes, it was. Well, it's the acoustics. It's all about diffusion. It keeps the sound waves from grouping. You see when the sound waves, they propogate, then it like an...

Mary Jane Watson: You are such a nerd.

Flint Marko: I had a good reason for what I was doing. And that's the truth.

Emma Marko: You and the truth, sitting in prison, having three meals a day together. I live in the presence of great truth... and that is the truth that you left behind right there in that bedroom.

Flint Marko: Penny, I missed you.

Penny Marko: I miss you too, Daddy.

Flint Marko: I promise I'll make you healthy again. Whatever it takes, I'll get the money.

Emma Marko: You get out of here, now.

Flint Marko: (exits through the window) I'm not a bad man. I just have bad luck.

Peter Parker: What do you think?

Doctor Connors: I've never seen anything like it. I'm a physicist, not a biologist, but I'll look at it in the morning and run some tests...

Peter Parker: Can we do that now?

Doctor Connors: This substance amplifies aggression. (The specimen being looked at escapes and starts moving towards Peter who, surprised, traps it in a glass) Seems to like you. Don't let any of that get on you.

Peter Parker: Why not?

Doctor Connors: It has the characteristics of a symbiote, which needs to bond to a host to survive. And sometimes, these things in Nature, when they bind...they can be hard to unbind.

Peter Parker: Harry!

Harry Osborn: You knew this was coming, Pete!

Peter Parker: Listen to me! I didn't kill your father! He was trying to kill me! He killed himself!

Harry Osborn: Shut up!

Harry Osborn: Tell it to my father, raise him from the dead.

Peter Parker: I'm your friend, Harry. I care about your father.

Spider-Man: Flint Marko.

Sandman: What do you want from me?

Spider-Man: (His voice switching from playful to violent) Remember Ben Parker? The old man you shot in cold blood?!

Sandman: (visibly upset by the question) What does it matter to you, anyway?!

Spider-Man:(shoots a web that sticks to the wall past Sandman) EVERYTHING!

Peter Parker: I really appreciate your concern, M.J. But, I'm fine. I...I don't need your help.

Mary Jane Watson: Everybody needs help sometimes, Peter, even Spider-Man.

Peter Parker: (after punching Harry through a window with the black suit on) Stings, doesn't it?

Harry Osborn: I protected you in high school, now I'm gonna kick your little ass!

Peter Parker: (mockingly) Ooh!

Jameson: (grows impatient with someone else) Get on with it, you moron!

(the buzzer on his intercom blares loudly)

Jameson: What?!

Brant: Your blood pressure, Mr. Jameson. Your wife told me to tell you to watch the anger.

Jameson: (furiously) You tell my wife--! (calmly; pushes his intercom) Thank you.

Harry Osborn: You gonna kill me like you killed my father?

Peter Parker: I'm done trying to convince you.

Harry Osborn: You took him from me. He loved me.

Peter Parker: No, he despised you. You were an embarrassment to him. (seeing tears is coming from Harry's eyes) Oh, look at little Goblin Jr. Gonna cry?

Mary Jane Watson: Who are you?

Peter Parker: I don't know.

Ditkovich: Having trouble with the phone?

Peter Parker: No, no I was just trying to figure out what to say.

Ditkovich: If it is woman you are calling then you say "You are a good woman. I am good man." Hm?

Spider-Man: You came.

Harry Osborn: Looks like just in the nick of time.

Spider-Man: A couple minutes ago wouldn't have been so bad either.

Eddie Brock: Oh my God, that's Gwen!

Captain Stacy: What?

Captain Stacy: What's she doing up there?

Eddie Brock: Well, last night she said she had a modeling gig.

Captain Stacy: Who're you?

Eddie Brock: It's Brock, sir. Edward Brock Jr. I'm a photographer, I work at the Daily Bugle. I'm dating your daughter!

Betty Brant: Your shots are so good.

Peter Parker: I'd love to shoot you sometime.

Betty Brant: (aroused) Peter Parker. Peter--

J. Jonah Jameson: Parker! Miss Brant, that's not the position I hired you for.

Spider-Man: Harry, I need your help. I can't take them both, not by myself.

Harry Osborn: (Shows burnt half of his face) You don't deserve my help.

Spider-Man: Harry, she needs us.

Harry Osborn: Get out.

Bernard: (To Harry, upon his refusal to aid Peter) If I may, Sir, I've seen things in this house I've never spoke of...

Harry: What are you trying to tell me?

Bernard: The night your father died, I--I cleaned his wound. The blade that pierced his body came from his Glider. I--I know you're trying to defend your father's honor, but there is no question that he died by his own hand. I loved your father, as I've loved you, Harry. As your friends love you.

Eddie Brock: Hey, Parker.

Spider-Man: My God, Eddie!

Eddie Brock Ooh, my Spider-Sense is tingling. (grabbing Mary Jane) If you know what I'm talking about.

Spider-Man: We can find a way to settle this.

Eddie Brock: You're so right. I'm thinking...humiliation. Kinda like how you humiliated me. Do you remember? Do you remember what you did to me? You made me lose my girl. Now I'm gonna make you lose yours. How's that sound, tiger?

Eddie Brock: Never wound...what you can't kill.

Peter Parker: Eddie, it's the suit! You gotta take it off!

Eddie Brock: Oh, you'd like that, wouldn't you?

Peter Parker: I know what it feels like. It feels good, the power, everything, but you'll lose yourself. Let it go.

Eddie Brock: I like being bad. It makes me happy. (The suit covers his face at once, as he prepares to deliver a fatal blow)

Flint Marko: My daughter was dying. I needed money. I was scared. I told your uncle I wanted was the car. He said to me "Why don't you just put down the gun and go home." I realize now he was just trying to help me. Then I saw my partner running over with the cash, and the gun was in my hand. I did a terrible thing to you. I spent a lot of nights wishing I could take it back. I'm not asking for you to forgive me. I just want you to understand.

Spider-Man: We've all done terrible things.

Flint Marko: (sees the police cars) I didn't choose to be this. The only thing left in me is my daughter.

Spider-Man: I forgive you.

Spider-Man: Hi, pal. How you doing?

Harry Osborn: Been better.

Spider-Man: We'll get you through this.

Harry Osborn: No.

Spider-Man: I should never have hurt you...said those things.

Harry Osborn: None of that matters now Peter. You're my friend.

Spider-Man: Best friend. (Harry then dies from his injuries)

Harry Osborn: (when corrupt Peter arrives at his mansion) Would you like a drink? Tsk, I'm sorry, what was I thinking? Bad for the public image, right, Mr. Key to the City?

Peter Parker: What did you do to her?

Harry Osborn: I did what you failed to do. I was there for her. Mary Jane and I--we understand each other.

Peter Parker: She doesn't know what you are.

Harry Osborn: Peter, she knows me very well. And when she kissed me, it was just like she used to kiss me-that taste. (sucks in, rolls fingertips over lips) Strawberries.

(Peter punches him, fight ensues.)

Mary Jane Watson: What's wrong with you?

Peter Parker: You.

Hoffman: Mr. Jameson. Remember that campaign you told me not to run?

Jameson: What about it?

Hoffman: I ran it.

Jameson: (advances on him) Why, you...

Hoffman: (grabs chimes) The chimes of ser...oh, shit.

Jameson: You broke my (censored) chimes!

Cast

• Tobey Maguire as Peter Parker/Spider-Man
• Kirsten Dunst as Mary Jane Watson
• James Franco as Harry Osborn/New Goblin
• Topher Grace as Eddie Brock, Jr./Venom
• Thomas Haden Church as Flint Marko/The Sandman
• Bryce Dallas Howard as Gwen Stacy
• Rosemary Harris as May Parker
• Dylan Baker as Dr. Curt Connors
• J. K. Simmons as J. Jonah Jameson
• James Cromwell as Captain George Stacy
• Theresa Russell as Mrs. Marko
• Elizabeth Banks as Betty Brant
• Cliff Robertson as Benjamin "Ben" Parker
• Willem Defoe as Norman Osborn/The Green Goblin
• Stan Lee and many others have made cameos in this film.